Last Updated Date: 8/30/2023
THESE TERMS CREATE A LEGALLY BINDING CONTRACT. IT MAY CHANGE AS THE SERVICES CHANGE, AND YOU AGREE YOU WILL REVIEW ANY UPDATES REGULARLY.
PLEASE BE AWARE THAT SECTION 10 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND SUPERFRAME. AMONG OTHER THINGS, SECTION 10 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 10 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10 CAREFULLY.
1. SUPERFRAME SERVICES
2. USE OF THE SERVICES AND SUPERFRAME PROPERTIES.
The APIs, the Website, the Services, and the information and content available on the Website and in the Application and the Services (as these terms are defined herein) (each, a “Superframe Property” and collectively, the “Superframe Properties”) are protected by copyright laws throughout the world.
4. RESPONSIBILITY FOR CONTENT.
Currently, there are no fees charged for use of the Services. However, Superframe reserves the right to charge fees for any or all Services in the future.
You agree to indemnify and hold Superframe, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Superframe Party” and collectively, the “Superframe Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content and Connected Instances; (b) your use of, or inability to use, any Superframe Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. Superframe reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Superframe in asserting any available defenses. This provision does not require you to indemnify any of Superframe Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Superframe Properties.
8. DISCLAIMER OF WARRANTIES AND CONDITIONS.
8.1 As Is YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SUPERFRAME PROPERTIES IS AT YOUR SOLE RISK, AND SUPERFRAME PROPERTIES (INCLUDING ALL OUTPUTS GENERATED THEREFROM) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SUPERFRAME PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.
8.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SUPERFRAME PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SUPERFRAME PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
8.3 Third-Party Materials. As a part of Superframe Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Superframe to monitor such materials and that you access these materials at your own risk.
9. LIMITATION OF LIABILITY.
9.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SUPERFRAME PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SUPERFRAME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SUPERFRAME PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE SUPERFRAME PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SUPERFRAME PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SUPERFRAME PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO SUPERFRAME PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUPERFRAME PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SUPERFRAME PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SUPERFRAME PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
9.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, SUPERFRAME PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO SUPERFRAME BY YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (b) $100. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUPERFRAME PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SUPERFRAME PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SUPERFRAME PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
9.3 User Content. SUPERFRAME ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
9.4 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUPERFRAME AND YOU.
10. TERM AND TERMINATION.
10.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Superframe Properties, unless terminated earlier in accordance with the Agreement.
10.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Superframe Properties or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Superframe Properties, unless earlier terminated in accordance with the Agreement.
10.3 Termination of Services by Superframe. Superframe may suspend or terminate this Agreement at any time for any or no reason, including if you have breached any provision of the Agreement, or if Superframe suspects that you have breached any provision of the Agreement, or if Superframe is required to do so by law (e.g., where the provision of the Website, the APIs, or the Services is, or becomes, unlawful). You agree that all terminations for cause shall be made in Superframe’s sole discretion and that Superframe shall not be liable to you or any third party for any termination of your Account.
10.4 Termination of Services by You. If you want to terminate the Services provided by Superframe, you may do so by closing and deleting your Account for all of the Services that you use.
10.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Superframe will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
10.6 No Subsequent Registration. If your registration(s) with, or ability to access, Superframe Properties or any other Superframe community, is discontinued by Superframe due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Superframe Properties or any Superframe community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Superframe Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Superframe reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
11. INTERNATIONAL USERS.
Superframe Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Superframe intends to announce such Services or Content in your country. Superframe Properties are controlled and offered by Superframe from its facilities in the United States of America. Superframe makes no representations that Superframe Properties are appropriate or available for use in other locations. Those who access or use Superframe Properties from other countries do so at their own volition and are responsible for compliance with local law.
12. DISPUTE RESOLUTION.
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires users to arbitrate disputes with Superframe and limits the manner in which you can seek relief from us.
12.1 Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, Services, or APIs, or to any aspect of your relationship with Superframe, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Superframe may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
12.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to firstname.lastname@example.org or Superframe, Inc. 3175 Hanover St. Palo Alto, CA 94304. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
12.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Superframe. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
12.4 Waiver of Jury Trial. YOU AND SUPERFRAME HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Superframe are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 10.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
12.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated.
12.6 Severability. Except as provided in Section 10.5 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
12.7 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Superframe.
13. GENERAL PROVISIONS.
13.1 Electronic Communications. The communications between you and Superframe may take place via electronic means, whether you visit Superframe Properties or send Superframe e-mails, or whether Superframe posts notices on Superframe Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Superframe in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Superframe provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
13.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Superframe’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
13.3 Force Majeure. Superframe shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
13.4 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Superframe agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Mateo County, California.
13.5 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
13.6 Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
13.7 Notice. Where Superframe requires that you provide an e-mail address, you are responsible for providing Superframe with your most current e-mail address. In the event that the last e-mail address you provided to Superframe is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Superframe’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Superframe at the following e-mail address: email@example.com. Such notice shall be deemed given when received by Superframe by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
13.8 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.9 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
13.10 Export Control. You may not use, export, import, or transfer Superframe Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Superframe Properties, and any other applicable laws. In particular, but without limitation, Superframe Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Superframe Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Superframe Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Superframe are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Superframe products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
13.11 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
13.12 Questions or Comments. If you have any questions or comments about the Services, please contact us at firstname.lastname@example.org.
13.13 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.